8-K: Current report filing
Published on May 17, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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of incorporation)
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(I.R.S. Employer
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
New Form of Equity Award Agreement under the NeoGenomics Equity Incentive Plan
On May 11, 2023, the Culture and Compensation Committee (the “Committee”) of the Board of Directors of NeoGenomics. Inc. (the “Company”), in its capacity as administrator of the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan, as amended effective May 27, 2021 (as amended, the “Plan”), authorized and approved the adoption of a new form of equity award agreement under the Plan to cover awards of performance-based restricted stock units (each, a “PSU”) to be granted to eligible award recipients under the Plan (the “PSU Agreement”). The form of PSU Agreement provides for vesting of the underlying restricted stock units upon the increase in absolute total shareholder return in amounts and over periods to be set forth in each PSU Agreement.
The form of PSU Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the form of PSU Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Amendment to Employment Agreement
Effective May 12, 2023, the Company entered into an amendment to the employment agreement between the Company and Melody Harris, its President, Enterprise Operations (the “Amendment”). The amendment provides that when Ms. Harris relocates to Southwest Florida, the Company will provide a relocation benefit of $250,000. All other terms of the original employment agreement (the “Employment Agreement”) are unchanged.
The foregoing description of the terms of the Amendment is qualified in its entirety by the terms of the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the Employment Agreement, which was filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023.
Item 9.01 |
Financial Statements and Exhibits. |
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEOGENOMICS, INC. | |||||||||||||||||
| Date: | May 17, 2023 | By: | /s/ Alicia C. Olivo | ||||||||||||||
| Name: | Alicia C. Olivo | ||||||||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||||||||